Amedisys Inc.

08/14/2025 | Press release | Distributed by Public on 08/14/2025 06:25

Asset Transaction, Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

Senior Credit Facilities

In connection with the consummation of the Merger, on August 14, 2025, the Company terminated its Amended and Restated Credit Agreement, dated as of June 29, 2018, by and among the Company and Amedisys Holding, L.L.C., a wholly-owned subsidiary of the Company, as the borrowers, certain subsidiaries of the Company that are party thereto as guarantors, Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer, and certain financial institutions that are party thereto as lenders (as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 4, 2019, the Second Amendment to the Amended and Restated Credit Agreement, dated as of July 30, 2021, the Third Amendment to the Amended and Restated Credit Agreement, dated as of March 10, 2023, and the Fourth Amendment to the Amended and Restated Credit Agreement, dated as of April 17, 2025, and as otherwise amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") governing the Company's senior secured credit facility, which includes a revolving credit facility, and a term loan facility (such facilities, collectively, the "Senior Credit Facilities"). In connection with the termination of the Credit Agreement, all funding commitments thereunder were terminated and all security interests and guarantees in connection with the Credit Agreement were terminated. The Company paid an aggregate amount of $399,191,391.35 in satisfaction of all of its outstanding obligations under the Senior Credit Facilities in accordance with the terms of the Credit Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Amedisys common stock, par value $0.001 ("Amedisys Common Stock") issued and outstanding (excluding shares held by Amedisys as treasury stock or owned by UnitedHealth Group or Merger Sub or any of their respective subsidiaries, in each case, immediately prior to the Effective Time) was converted into the right to receive $101 per share in cash, without interest (the "Per Share Merger Consideration" and the total amount to be paid, the "Merger Consideration"), less any applicable withholding taxes.

At the Effective Time, the equity awards of Amedisys outstanding as of immediately prior to the Effective Time were generally subject to the following treatment:

ยท each outstanding time-based vesting Amedisys restricted stock unit award (each, an "Amedisys RSU Award") was converted into a restricted stock unit award of Parent (a "Converted RSU Award") at the Effective Time with the same terms and conditions that applied to the Amedisys RSU Award, adjusted so that the number of shares of Parent common stock underlying the Converted RSU Award equaled (i) the number of shares of Amedisys Common Stock subject to the Amedisys RSU Award immediately prior to the Effective Time, multiplied by (ii) the Per Share Merger Consideration divided by the volume-weighted average of the closing sales price of Parent common stock on the New York Stock Exchange on each of the five full consecutive trading days ending on and including the third business day prior to August 14, 2025 (such calculation described in (ii), the "Equity Award Exchange Ratio"), rounded to the nearest whole number of shares of Parent common stock;
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